Aegon today announces an agreement with its largest shareholder, Vereniging Aegon, on the future relationship with the Vereniging, alongside a proposed governance framework that will be put in place in connection with Aegon’s planned relocation to the US. Together, these steps are designed to align Aegon’s governance with US market standards and support the company’s ambition to become a leading US life insurance and retirement group.
Proposed governance framework
Aegon intends to move its legal seat to Delaware, the state of incorporation of the majority of US public companies. In connection with this, Aegon will amend its bye-laws to align Aegon’s governance with US market standards. Key proposed changes include:
- phased removal of Aegon’s staggered board structure with annual elections for all directors beginning in 2030
- majority voting in uncontested elections and plurality voting in contested elections
- annual Say-on-Pay advisory votes
- simplification of the capital structure with the elimination of Common Shares B and Special Cause voting by converting all outstanding Common Shares B held by Vereniging Aegon on a 1:40 basis into a single class of common stock with equal voting rights
- authorization of a new class of preferred stock, as is customary for US-listed companies
The proposed governance changes follow an extensive review by Aegon’s Board of Directors and are supported by Vereniging Aegon.
The full proposed governance framework including a comparison to Aegon’s current governance can be found here.
Changes to structure of Vereniging Aegon
Aegon and Vereniging Aegon have agreed on the following:
- Vereniging Aegon will be renamed Vereniging Aegon Americas and will retain its existing ownership position in Aegon, currently 18.4% on a proforma basis 1 , which will align with its voting rights going forward. Vereniging Aegon Americas’ objective remains to support the interests of Aegon and its stakeholders, including through charitable and societal activities
- Vereniging Aegon’s current charitable and societal activities in the Netherlands will be transferred to a new, dedicated Netherlands-based charitable organization, to be named Stichting Aegon Fonds Nederland
- Vereniging Aegon will donate EUR 500 million to this new charitable organization to support and further develop its charitable and societal activities in the Netherlands, in line with Aegon’s purpose of “helping people live their best lives”
Aegon CEO Lard Friese commented: “The agreement with Vereniging Aegon and the proposed governance changes are an important step in our planned relocation to the US. We value Vereniging Aegon Americas as a continued investor of Aegon and welcome the creation of Aegon Fonds Nederland, which will continue and expand Vereniging Aegon’s longstanding charitable and societal activities in the Netherlands.”
Chairman of Vereniging Aegon Lodewijk Hijmans van den Bergh commented: “The creation of Aegon Fonds Nederland preserves Aegon’s longstanding heritage in the Netherlands and ensures the continued development of social impact initiatives that support Dutch society. We are supportive of the new governance framework which will allow Vereniging Aegon Americas to continue to remain a committed long-term shareholder of Aegon.”
Next steps
Following our Annual General Meeting on June 10, 2026, Aegon will engage with shareholders, investor representation bodies, and proxy advisors on the proposed governance framework in conjunction with the redomiciliation.
The future relationship with Vereniging Aegon, including the structure of its shareholding as well as the proposed governance framework are conditional upon, among other things, shareholder approval of a proposal covering the redomiciliation and related certificate of incorporation and bye-laws changes at the EGM to be held in the fourth quarter of 2026.
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- As per April 30, 2026 and including the Common Shares B converted on a 1:40 basis